GENERAL TERMS AND CONDITIONS OF SALE

1. CONTRACTUAL PROVISIONS

The general terms and conditions herein, barring any

amendments or dispensations agreed upon in writing,

govern all sales contracts between Ceramica Valsecchia

(hereinafter simply also the Seller) and the Purchaser.

Changes to the general terms and conditions of sale,

quotes, credit notes or allowances granted by our agents

or other intermediaries are not valid unless they have been

accepted in writing by our head office. If one or more of

the terms and conditions herein should prove invalid,

the general terms and conditions shall remain valid as a

whole; the invalid parts shall be replaced by agreements

which are as close as possible to the parties’ original

intentions. Every quote, order confirmation and delivery

by the Seller is considered to have been made under

the terms and conditions herein, barring express written

dispensation signed by the Seller in person; acceptance

of such quotes and acceptance of delivery of products

from the Seller therefore implies the acceptance on the

part of the purchasers of the terms and conditions herein,

supplemented by any written agreements between the

parties. Fulfilment of the sales contract is conventionally

established as taking place on the Seller’s premises.

2. SUBJECT OF THE SUPPLY AND ORDER CONFIRMATION

The illustrations and descriptions in catalogues and price

lists, all our publications and sample sets are non-binding

and purely indicative. The dimensions of products subject

to sizing, particularly of floors in hard glazed porcelain and

porcelain stoneware, shall be understood to be within the

tolerance of use. The colours of the materials are always

understood to be approximate and any differences in

shade do not constitute a material defect and cannot

therefore be reported as such. The measurements, weights

and characteristics specified in our price lists shall be

understood to be indicative. The supply solely includes

the services, the materials and the quantities specified in

the order confirmation or in other written communications

from the Seller. The wording of the Seller’s order

confirmation shall prevail in any case over any wording

which differs from the possible quote or order. Orders

not confirmed in writing may under no circumstances be

deemed to be accepted, unless it is fulfilled by the Seller

in the form of written communication that the goods

are ready, of dispatch or delivery of the products. Partial

fulfilment of the order without prior confirmation does

not entail the approval of the entire order, but rather the

partial approval regarding the goods delivered. If this is the

case, delivery of the goods to the carrier will be tantamount

to the acceptance on the part of the Purchaser of the new

contractual proposal. Goods ordered by mistake or ordered

in excess by the Purchaser, as well as unsold goods, shall

not be withdrawn by the Seller.

3. DELIVERIES

Delivery shall be deemed to have been made at the Seller’s

plant. Goods always travel at the Purchaser’s risk and under

their responsibility so our liability ceases at the time of

their delivery to the carrier. The Purchaser is therefore also

liable for risks of possible breakages, tampering and/or

deterioration. Shipments, by sea or by land, concerning

suppliers abroad, are made under the terms and conditions

agreed upon each time, set out in the “Incoterms” approved

by the International Chamber of Commerce.

The agreed delivery date should be understood to be

in favour of both contractors. Expected delivery dates

are solely indicative and not mandatory. Any delays in

deliveries, interruptions, total or partial suspensions of

supplies shall not entitle the Purchaser to cancel orders or

to claim compensation for any direct or indirect damages.

The Seller expressly reserves the right to make partial

deliveries for each order.

The Seller is not liable towards the Purchaser for their own

failure to fulfil their obligations caused by events beyond

their reasonable control, such as, merely for example,

failure or delayed delivery of the processing materials

by suppliers, plant failures, strikes and other trade union

actions, interruption in the energy supply, suspension

or difficulties in transportation. Every event of force

majeure shall suspend the expected delivery date for the

full duration of the said event. If, as a result of events of

force majeure, the contract cannot be fulfilled within 60

days after the agreed date, either party shall be entitled

to withdraw from the contract itself. If this is the case, the

declaration of this withdrawal shall be sent to the other

party by registered letter with advice of receipt or by

certified e-mail within 10 days after the aforementioned

60 day-period, without prejudice to the mutual rights to

compensation or damages.

6. PRICES AND TERMS OF PAYMENT

The product prices specified in the catalogues currently in

force are EXW (Ex Works); consequently, any other charge

relating to shipment, delivery and/or transportation lies

under the sole responsibility of the Purchaser. Prices are

understood to be net of legal VAT, which must be paid in

accordance with the information provided on the invoice.

The place of payment is set as being at our Administrative

Headquarters in Villalunga di Casalgrande (RE), also in the

case of issuing of drafts, cash orders or bills of exchange: any

dispensation from the above shall only be valid if granted

by us in writing. Delayed payment, even partial, of our

invoices after the agreed due date shall give rise - as set out

by the law - to the automatic accruing of interest on arrears,

calculated in accordance with the provisions of Italian Leg.

Decree no. 231 of 2002, as subsequently amended;

moreover, non-payment or delayed payment - including

partial - of invoices whatever the reason shall entitle the

Seller, without prejudice to any other initiative, to demand

the advance payment of the remaining supplies or,

alternatively, to suspend the supplies or terminate ongoing

contracts, even if these do not relate to the payments

in question, as well as to claim compensation for any

damages. Compensation by the Purchaser is not permitted

in the form of credit notes, however incurred, towards the

Seller.The list prices in force on the day of delivery apply for

invoicing. In the event of a change in prices between the

order confirmation and the day of the supply, the Seller is

entitled to adjust the agreed prices to the new situation.

Nevertheless, if the said price exceeds the agreed price

at the time of order by 20%, the Purchaser may withdraw

from the contract by sending written notification thereof by

registered letter with advice of receipt or by certified e-mail

within the mandatory deadline of 10 days from receipt of

the price rise notice to our administrative headquarters in

Villalunga di Casalgrande (RE). Otherwise the new price

shall be deemed to be accepted.

No claim or dispute concerning the quality of the goods,

defects or flaws, or any other aspect of the contract, shall

be effective and may be taken into account, and no action

may be taken until after the full payment of the supply has

been made.

In the event that payment, by contractual agreement, must

be made - in whole or in part - after delivery, the delivered

products remain the property of the Seller until the full

payment of the supply has been made. The goods subject

to the reservation of title shall be physically set aside by

the Purchaser and identified as the property of the Seller.

9. GUARANTEE AND CLAIMS

The products made by the Seller conform to the UNI and

EN standards currently in force. Our guarantee is limited to

first-choice materials. Any guarantee for flaws is therefore

expressly excluded for second- and third-choice materials

or stock materials and for occasional consignments.

These materials are sold “as is”. First-choice materials are

guaranteed as conforming to the ISO standards in force

at the time of sale with a tolerance of 5% (five percent);

the colour of the material supplied may differ from the

sample displayed, since ceramic is inherently variable in

its appearance. For all issues not expressly set out herein,

the products are sold with reference to the customary

professional standards and rules in use in the ceramic

sector and to the recommendations of use specified in our

general catalogue. The Purchaser is obliged to inspect the

goods in terms of quality and quantity. Any complaints

and disputes must be reported within 8 (eight) days of

receipt of the goods, on penalty of forfeiture of the right

to the guarantee, by registered letter with advice of receipt

or certified e-mail, to our administrative headquarters in

Villalunga di Casalgrande (RE). The material considered as

faulty must be kept at the disposal of Ceramica Valsecchia

for the inspection the latter deems appropriate to carry

out; any further action (return, repair or other) must be

authorised by us in advance in writing. The material

disputed and/or to be returned must be stored by the

Purchaser in an appropriate manner, protected against

atmospheric agents, so as to avoid any damage. Claims and

requests for work under guarantee after installation will not

be considered in the event that the defect in question is

obvious (e.g. chipped tiles, dimensional defects, differences

in colour, etc.). Claims attributed to hidden defects or flaws

must be lodged formally in writing by registered letter with

advice of receipt or by certified e-mail to our administrative

headquarters in Villalunga di Casalgrande (RE) within 8

(eight) days of their discovery and, in any case, within one

year of delivery, on pain of forfeiture of any other right to

the guarantee and the right to compensation. In addition

to the invoicing data, the claim must contain a precise

description of the defect, a quotation of the costs of repair

or modification of the product; in the absence of these data

the claim shall be considered null and void. The guarantee

for hidden defects remains void or limited in the case of:

unauthorised removal of the work, installation not carried

out professionally, non-compliance with our requirements

and particular directives of application, damages resulting

from lack of normal diligence which have affected the

containment of the said damages. The use of goods

that are visibly defective or different from those ordered

implies acceptance of the quality characteristics and

excludes any eventual future claim. If the claim is found

to be unfounded, the Purchaser shall compensate the

Seller for all expenses incurred in the investigation (trips,

appraisals, etc.). The obligation of Ceramica Valsecchia

is, in any case, limited to the replacement of defective

parts only or to their repair, with the express exclusion of

other different compensation such as, for example but in

no way limited to: the costs of removing and reinstalling

furniture, equipment, machinery, etc., loss of earnings due

to interruption or suspension of activities, inconvenience,

indirect damage etc. The presence of defective tiles does

not affect the quality of the entire supply nor does it entail

the obligation of complete replacement. The time limits

for the duration of the guarantee are those set out by the

Italian Civil Code.

The Purchaser may not transfer their position in the

contract or in individual mandatory relationships deriving

therefrom without the written acceptance of the Seller:

also in this case, the Purchaser remains in any case

jointly responsible with the transferee for the obligations

transferred.

The Terms and Conditions of Sale herein and every contract

entered into by the Seller and the Purchaser, including

export sales contracts, are governed by Italian law. For any

and all disputes arising from the supply contract, either

from Ceramica Valsecchia or from the Purchaser, the Court

with sole jurisdiction is the Court of Reggio Emilia. It is in

any case the Seller’s right to call upon different judicial

authorities.

12 INDUSTRIAL PROPERTY AND SELECTIVE

DISTRIBUTION – LIMITS ON RESALE

Ceramica Valsecchia is the owner and legitimate holder of

exclusive rights relating to the trademarks, designs and

invention patents. Ceramica Valsecchia manages the supply

of its products through a selective distribution system.

The supplies received from Ceramica Valsecchia and its

authorised selective stores are intended for installation

on the end user’s premises and no other form of resale is

permitted to any other commercial intermediaries other

than the end users, unless written permission is given by

Ceramica Valsecchia. Resale of the goods in violation of

this prohibition must be considered as not permitted and

Ceramica Valsecchia reserves the right to take legal action

against anyone involved in unauthorised resales.

4. DELIVERY DATES

5. FORCE MAJEURE

7. SOLVE ET REPETE

10. TRANSFER OF THE CONTRACT

8. RESERVATION OF TITLE

11. APPLICABLE LAW AND COURT WITH JURISDICTION

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